Liquidation Request
- Usually, a request for liquidation of a company by the court may be filed by the company, one of its creditors, a participant, the Attorney General, the Official Receiver and the Registrar of Companies. The Applicant claims that her status in the company is as a "participant", and therefore she has the right to comply with the application she filed for the liquidation of the company. Even if there are disagreements regarding her status as a participant, the general rule is that this status should not be learned specifically from the registry, which is not conclusive proof (Prof. Tzipora Cohen: "Liquidation of a Society," ibid., at p. 154).
A participant was defined in section 1 ofthe Companies Ordinance, with respect to a company in liquidation, as "anyone who is a member of it or was a member of it within the year preceding the commencement of liquidation, and in the proceedings prior to the final determination of the participants – including anyone who is claimed to be a participant." This definition also applies and exists under the Companies Law, as stated in section 367(a)(1) of the Companies Law. A participant is not only a person who is obligated to pay money to the company, but also someone who was a member of the company within a year preceding the liquidation; and a member is also a person whose shares have been paid in full (section 247(a) of the Ordinance; see also Prof. Z. Cohen, ibid., at p. 153). Indeed, the Companies Law does not relate to a member, but rather to a shareholder, but this does not change the status of a participant in the matter of liquidating a company under the Companies Ordinance. It is true that the term participant should be interpreted as defined in section 46 of the Ordinance. It follows that a shareholder of the Securities and Exchange Commission is not entitled to request liquidation, since he is not presumed to be a "member", and cannot be registered in the Shareholders' Register. However, it is possible to combine the law in the Ordinance andthe Companies Law in such a way that a person who is a shareholder, who is not a shareholder, and who is entitled to be registered in the company's shareholders' register, can be a participant in the liquidation.